Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 202 1.09M
Pursuant to a Transaction
2: EX-1.1 Underwriting Agreement 23 77K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 8 17K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 21 44K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
| EX-3.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CERTIFICATE OF INCORPORATION
OF
NORWEST ASSET SECURITIES CORPORATION
___________________________________________
ADOPTED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 101 OF THE
DELAWARE GENERAL CORPORATION LAW
___________________________________________
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:
1. The name of the corporation is Norwest Asset Securities
Corporation (the "Corporation").
2. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle 19801. The name of the registered agent at such registered office is
The Corporation Trust Company.
3. The purpose for which the Corporation is organized is (a) to
purchase or otherwise acquire, own, hold, sell, transfer, assign, pledge,
finance, refinance and otherwise deal with (i) mortgage loans, certificates or
other securities issued or guaranteed by the Government National Mortgage
Association, (ii) mortgage loans, certificates or other
securities issued or guaranteed by the Federal National Mortgage Association,
(iii) mortgage loans, certificates or other securities issued or guaranteed by
the Federal Home Loan Mortgage Corporation, (iv) deeds of trust, mortgage loans,
mortgage participations, mortgage pass-through certificates or collateralized
mortgage obligations issued by any person or entity or other types of mortgage-
related securities including residual interests, (v) direct obligations of, and
obligations fully guaranteed by, the United States of America or any agency or
instrumentality of the United States the obligations of which are backed by the
full faith and credit of the United States of America, (vi) certificates
representing interests in the principal and/or interest payable on any of the
foregoing and (vii) such other securities and investments as may be permitted by
or acceptable to the applicable nationally-recognized statistical rating agency
or agencies referred to in subsection (b) of this Article 3; and (b) to issue,
offer, sell and own one or more series of mortgage pass-through certificates,
collateralized mortgage obligations, mortgage-backed bonds or other debt or
equity securities (the "Securities") representing ownership interests in, or
collateralized by, any of the foregoing, related property and/or collections and
proceeds in respect thereof; PROVIDED, HOWEVER, that the acts and activities and
exercise of any powers permitted in subsections (a) and (b) of this Article 3
shall be limited solely to matters (1) related to the Securities or (2) related
to such other similar transactions which do not result in a downgrade by the
nationally-recognized statistical rating agency or agencies which will rate,
upon issuance, each series of the Securities of the ratings accorded to such
series of the Securities; and (c) to engage in any activity and to exercise any
powers permitted to corporations under the laws of the State of Delaware that
are incident to the foregoing and necessary or convenient to accomplish the
foregoing.
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4. The total number of shares of stock that the Corporation shall
have authority to issue is 1,000 shares of Common Stock, $.01 par value.
5. Election of directors need not be by ballot unless the By-Laws of
the Corporation shall so provide. The books of the Corporation may (subject to
any statutory requirements) be kept at such place whether within or outside the
State of Delaware as may be designated by the Board of Directors or in the By-
Laws of the Corporation.
6. (a) The affairs of the Corporation shall be managed by a Board
of Directors. The number of directors of the Corporation shall be from time to
time fixed by, or in the manner provided in, the By-Laws of the Corporation with
the initial Board of Directors consisting of three members.
(b) At least one director of the Corporation (the "Outside
Director") shall not be, and for at least five years prior thereto shall not
have been, a director, officer or employee of, or direct or indirect beneficial
owner of 5% or more of the voting securities of, Norwest Mortgage, Inc.
("Norwest Mortgage"), or any corporate affiliate of Norwest Mortgage.
Notwithstanding the foregoing, the Outside Director may be a director or officer
of one or more other corporations that is an affiliate or are affiliates of
Norwest Mortgage provided that (i) each such corporation is or was formed with
limited purposes similar to the Corporation and (ii) such person does not earn,
in the aggregate, material compensation for serving in such positions. For the
purposes of the foregoing, an "affiliate" of an entity is an entity controlling,
controlled by, or under common control with such entity. Notwithstanding any
other provision of this Certificate of Incorporation or any other provision of
law that so
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empowers the Corporation, in the event of the death, incapacity, or resignation
of the Outside Director, or if such position is otherwise vacated, a successor
Outside Director shall be appointed by the remaining directors of the
Corporation and no action requiring the unanimous affirmative vote of the Board
of Directors of the Corporation shall be taken until a successor Outside
Director is elected and qualified and approves such action.
(c) The Corporation shall maintain a separate principal office
through which its business shall be conducted, which office may be located in
identifiable space within the headquarters of Norwest Mortgage or any affiliate
thereof pursuant to a lease on commercially reasonable terms.
(d) The Corporation shall maintain corporate records and books
of account and shall not commingle its corporate records and books of account
with the corporate records and books of account of Norwest Mortgage or any other
entity.
(e) The Board of Directors of the Corporation shall hold
appropriate meetings to authorize all of its corporate actions.
(f) The funds and other assets of the Corporation shall not be
commingled with those of any other entity.
(g) The Corporation shall pay its own expenses, including
salaries for its employees, if any, and shall not guarantee or hold itself out
as being liable for the debts of any other party.
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(h) The Corporation shall not form, or cause to be formed, any
subsidiaries.
(i) The Corporation shall act solely in its corporate name and
through its duly authorized officers or agents in the conduct of its business,
and shall conduct its business so as not to mislead others as to the identity of
the entity with which they are concerned.
(j) Meetings of the stockholders of the Corporation shall be
held not less frequently than one time per annum.
(k) The Corporation shall operate in such a manner that it would
not be substantively consolidated with any other entity.
7. In furtherance and not in limitation of the powers conferred upon
the Board of Directors by law, the Board of Directors shall have the power to
adopt, amend and repeal from time to time By-Laws of the Corporation.
8. Notwithstanding any other provision of this Certificate of
Incorporation and any provision of law that otherwise so empowers the
Corporation, the Corporation shall not, without the unanimous approval of the
Board of Directors of the Corporation, being comprised of at least one Outside
Director, do any of the following:
(i) dissolve or liquidate, in whole or in part;
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(ii) merge or consolidate with any other corporation other
than a corporation wholly owned, directly or
indirectly, by any entity owning 100% of the stock of
the Corporation and having a certificate of
incorporation containing provisions substantially
identical to the provisions of Articles 3 and 6 and
this Article 8;
(iii) sell all or substantially all of the assets of the
Corporation;
(iv) institute proceedings to be adjudicated a bankrupt or
insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against it, or file a
petition or answer or consent seeking reorganization or
relief under the Federal bankruptcy laws, or consent to
the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee,
conservator, sequestrator (or other similar official)
of the Corporation or of any substantial part of the
Corporation's property, or make an assignment for the
benefit of creditors, or admit in writing its inability
to pay its debts generally as they become due, or take
corporate action in furtherance of any such action; or
(v) amend this Certificate of Incorporation to alter in any
manner or delete Article 3, Article 6 or this
Article 8.
9. The Corporation is to have perpetual existence.
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10. Subject to the limitation in Article 8 of this Certificate of
Incorporation, the Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
11. No director shall have any personal liability to the Corporation
or its stockholders for any monetary damages for breach of fiduciary duty as a
director, except that this Article 11 shall not eliminate or limit the liability
of each director (i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which such director derived an improper personal benefit.
12. The incorporator of the Corporation is Stephen D. Morrison, Esq.,
whose mailing address is Norwest Mortgage, Inc., 405 S.W. 5th Street, Des
Moines, Iowa 50309.
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IN WITNESS WHEREOF, the undersigned, being the sole incorporator of
the Corporation, does now make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 28th day of March, 1996.
/s/ Stephen D. Morrison
------------------------
Incorporator
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